PERSONNEL GROUP OF AMERICA INC
8-K, 1998-04-10
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                   SECURITIES AND EXCHANGE COMMISSION PRIVATE
                              Washington, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported) April 10, 1998
                                                          --------------


                        PERSONNEL GROUP OF AMERICA, INC.
             -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                       001-13956               56-1930691
- ----------------------------     ------------------------    -------------------
(State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                       Identification No.)


                          6302 Fairview Road, Suite 201
                         Charlotte, North Carolina 28210
      ---------------------------------------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)


                                 (704) 442-5100
      ---------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
      ---------------------------------------------------------------------
              (Former name or address, if changed from last report)




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Item 5.           Other Events.

         Personnel Group of America, Inc. issued a press release on April 10,
1998 (a copy of which is attached as Exhibit 99.1), the contents of which are
incorporated herein by reference.

Item 7.           Exhibits.

         The following exhibit is filed as part of this report.

         Exhibit 99.1 -- Press release dated April 10, 1998




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<PAGE>   3



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  April 10, 1998

                                    PERSONNEL GROUP OF AMERICA, INC.

                                    By: /s/ KEN R. BRAMLETT, JR.
                                        ----------------------------
                                        Ken R. Bramlett, Jr.
                                        Senior Vice President



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<PAGE>   4


                                  Exhibit Index

<TABLE>
<CAPTION>
         Exhibit                                               Exhibit No.
         -------                                               -----------
         <S>                                                   <C>
         Press release dated April 10, 1998                       99.1
</TABLE>



                                       4


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                                                                    EXHIBIT 99.1

                                   [PGA LOGO]

PERSONNEL GROUP OF AMERICA, INC.                                    NEWS RELEASE

FOR IMMEDIATE RELEASE               Contact:          James C. Hunt
                                                      Senior Vice President and
                                                      Chief Financial Officer

                                                      Ken R. Bramlett, Jr.
                                                      Senior Vice President and
                                                      General Counsel


                        PERSONNEL GROUP OF AMERICA, INC.
                   ANNOUNCES FILING OF REGISTRATION STATEMENT

CHARLOTTE, NC (April 10, 1998) -- Personnel Group of America, Inc. (NYSE:PGA),
announced today that it has filed a registration statement with the Securities
and Exchange Commission to register 7,000,000 shares of common stock (plus an
additional 1,050,000 shares subject to over-allotment option), and intends to
complete a secondary offering as soon as practicable. All of the shares in the
proposed offering will be issued by the Company.

The company intends to use substantially all of the proceeds of the offering to
retire outstanding indebtedness and the remainder, if any, for general
corporate purposes. 

Personnel Group of America, Inc. is a diversified staffing services company
providing a full range of information technology and commercial staffing
services. The Company operates through 137 offices in 25 states and the District
of Columbia. PGA's Information Technology Division is comprised of 14 companies,
and its Commercial Staffing Division is comprised of 24 companies. Each of PGA's
companies operates in a decentralized manner and typically retains its local
brand name.

The managing underwriters for the offering are Salomon Smith Barney, NationsBanc
Montgomery Securities LLC, J.C. Bradford & Co., The Robinson-Humphrey Company
and Cleary Gull Reiland & McDevitt Inc. When available, a written prospectus
relating to the proposed offering may be obtained from Salomon Smith Barney, 388
Greenwich Street, New York, New York, 10013.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

         Information contained in this press release, other than historical
information, may be considered forward-looking in nature and is subject to
various risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. Among the key factors that may have a direct bearing on PGA's
operating results, performance or financial condition are fluctuations in the
economy, the degree and nature of competition and the demand for PGA's services,
changes in laws and regulations affecting PGA's business, PGA's inability at any
time to complete acquisitions and integrate the operations of acquired
businesses, to recruit and place temporary professionals, to expand into new
markets, and to maintain profit margins in the face of pricing pressures and
wage inflation, and numerous other factors discussed in PGA's filings with the
Securities and Exchange Commission.


                                      -END-



                                       




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